Business Stepdown Agreement

BUSINESS STEPDOWN AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, Company A is currently providing certain business operations, services and managerial responsibilities related to the business described as: ; and

WHEREAS, Company A has agreed to step down from the active operational role and to deliver an orderly transition of specified assets, obligations and knowledge to Company B on the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the stepdown process, payment and post-stepdown obligations, and protective covenants governing confidential information and ongoing cooperation.

Scope of Work

Company A shall perform the following transition services (the "Stepdown Services") in accordance with the timeline set forth herein and as reasonably directed by Company B. Stepdown Services include transfer of customer records, handover of operational processes, training of Company B personnel, and assignment or licensing of specified contracts and intellectual property as set forth below.

Stepdown Process and Transition Obligations

Company A shall (a) deliver documentation and records necessary for ongoing operations; (b) make personnel available for up to weeks of training; (c) assign or, where assignment is restricted, grant to Company B a non-exclusive, royalty-free license to pre-existing intellectual property used exclusively in the transferred operations; and (d) reasonably cooperate in novations or consents required by third-party contract counterparties.

Payment Terms

In consideration for the Stepdown Services, Company B shall pay Company A the amounts and according to the schedule described below. All payments are in U.S. dollars and are exclusive of any applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, invoices are due within days of invoice. Overdue amounts shall accrue interest at the rate set forth above and Company B shall be responsible for any collection costs and reasonable attorneys' fees incurred by Company A in collecting overdue amounts.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until the completion of the Stepdown Services, but in no event later than unless earlier terminated as provided herein.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any covenant or obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Company A shall deliver to Company B all documents, records and assets necessary for Company B to continue operations and shall be entitled to payment for all Stepdown Services performed through the effective date of termination, subject to set-off for any amounts properly withheld pursuant to this Agreement.

Confidentiality

Each Party (the "Recipient") shall keep confidential and shall not disclose to any third party any Non-Public Information of the other Party (the "Disclosing Party"), except as authorized in writing or as required by law. "Non-Public Information" includes business, technical, financial, customer and personnel information disclosed in connection with this Agreement.

Exceptions: Confidential information does not include information that (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was rightfully in Recipient's possession prior to disclosure; or (c) is developed independently by Recipient without use of or reference to Disclosing Party's Confidential Information.

Survival: The obligations of confidentiality will survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

Representations; Indemnity

Each Party represents that it has the full power and authority to enter into and perform this Agreement. Company A represents that, to its knowledge, the transfer or licensing of any contracts, permits or intellectual property contemplated by the Stepdown Services will not violate any material third-party right.

Indemnity: Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's breach of this Agreement, gross negligence or willful misconduct, subject to customary limitations on liability agreed by the Parties.

Assignment and Successors

Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes the assigning Party's obligations under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration conducted in the county of the governing law state unless the Parties agree otherwise in writing.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either Party may designate by notice to the other. Notices shall be effective upon delivery by hand, courier, or three business days after deposit in certified mail, return receipt requested.

Entire Agreement; Amendment

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. No amendment or modification shall be effective unless in writing and signed by both Parties.

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver of any breach shall not be deemed a waiver of any subsequent breach.

Counterparts: This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Electronic signatures and scanned copies of signatures shall be binding.

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